 |
|
| Corporate Governance: Code
of Ethics
|
|
1. INTRODUCTION
The Board of Directors of Encision Inc. has
adopted this code of ethics (the "Code"),
which is applicable to all its Relevant Officers (as
defined in paragraph 2 below), to promote honest and
ethical conduct, including the ethical handling of actual
or apparent conflicts of interest; promote the full,
fair, accurate, timely and understandable disclosure
of the Company's financial results in accordance with
applicable disclosure standards, including, where appropriate,
standards of materiality; promote compliance with applicable
governmental laws, rules and regulations; deter wrongdoing;
and require prompt internal reporting of breaches of,
and accountability for adherence to, the Code.
The Code may be amended only by resolution of the Board
of Directors of Encision Inc. In the Code, "Company" means,
in appropriate context, Encision Inc.
2. RELEVANT OFFICERS
The Code is applicable to the Company's:
- Chief Executive Officer;
- Principal Accounting Officer,
Controller and all person’s
performing similar functions;
- All Directors and executive officers not named above.
For the purposes of the Code, employees
from time to time holding any of the above positions
shall be a "Relevant
Officer."
3. HONEST AND ETHICAL CONDUCT
Each Relevant Officer owes a duty to the
Company to act with integrity. Integrity requires,
among other things, being honest and candid. Deceit,
dishonesty and subordination of principle are inconsistent
with integrity. Service to the Company should never be
subordinated to personal gain and advantage.
Specifically, each Relevant Officer must:
- Act with integrity, including
being honest and candid while still maintaining the
confidentiality of Company information where required
or in the Company's interests.
- Observe, fully, applicable governmental laws, rules
and regulations.
- Comply with the requirements of applicable accounting
and auditing standards and Company policies in the maintenance
of a high standard of accuracy and completeness in the
Company's financial records.
- Adhere to a high standard
of business ethics and not seek competitive advantage
through unlawful or unethical business practices.
- Avoid conflicts of
interest wherever possible. Anything
that would be a conflict for a Relevant Officer will
also be a conflict if it is related to a member of
his or her family or a close relative.
Examples of conflict of interest situations, if material,
include the following, unless approved by the Board of
Directors upon a finding that the transaction is in the
best interest of the Company and on terms as favorable
as the Company could obtain from an independent third party:
- any significant ownership interest in any supplier
or advertiser;
- any consulting or employment relationship with any
customer, supplier or competitor;
- any outside business activity that detracts from
an individual's ability to devote appropriate time
and attention to his or her responsibilities with the
Company;
- the receipt of any money, non-nominal gifts or excessive
entertainment from any company with which the Company
has current or prospective business dealings;
- being in the position of supervising, reviewing or
having any influence on the job evaluation, pay or
benefit of any close relative; and
- selling anything to the Company
or buying anything from the Company, except on the
same terms and conditions as comparable officers or
directors are permitted to so purchase or sell.
4. DISCLOSURE
The Company strives to ensure that the
contents of and the disclosures in the reports and documents
that the Company files with the Securities and Exchange
Commission (the "SEC") and other public communications
shall be full, fair, accurate, timely and understandable
in accordance with applicable disclosure standards, including
standards of materiality, where appropriate.
Each Relevant Officer must:
- not knowingly misrepresent,
or cause others to misrepresent, facts about the Company
to others, whether within or outside the Company,
including to the Company's independent auditors, governmental
regulators, self-regulating organizations and other
governmental officials, as appropriate;
- in relation to his or her area of
responsibility, properly review and critically analyze
proposed disclosure for accuracy and completeness;
- in addition, the Chief Executive, the Controller
and all persons performing similar functions must familiarize
himself or herself with the disclosure requirements
applicable to the Company as well as the business and
financial operations of the Company; and
- strive to provide full, fair,
accurate, timely and understandable disclosure in
reports, documents and communications
that will become part of or help contribute to the
preparation of disclosures the Company makes to the
public including its filings with the SEC.
5. COMPLIANCE
It is the Company's policy to comply with
all applicable governmental laws, rules and regulations. It
is the personal responsibility of each Relevant Officer
to, and each Relevant Officer must, adhere to the standards
and restrictions imposed by those laws, rules and regulations,
including those relating to accounting and auditing matters.
6. REPORTING AND ACCOUNTABILITY
The
Audit Committee of the Board of the Company is responsible
for applying this Code to specific situations in which
questions are presented to it and has the authority to
interpret this Code in any particular situation. Any
Relevant Officer who becomes aware of any existing or potential
breach of this Code is required to notify the Chief Executive
Officer promptly. Failure to do so is itself a breach
of this Code.
Specifically, each Relevant Officer
must:
- promptly notify the Chief
Executive Officer of any existing or potential violation
of this Code; and
- not retaliate against any employee
or Relevant Officer for reports of potential violations
that are made in good faith.
The Audit Committee shall
take all action it considers appropriate to investigate
any breaches reported to it. If
a breach has occurred, the Company will take such disciplinary
or preventive action as the Board of Directors deems
appropriate, after consultation with the Audit Committee.
Specifically, the Company will follow the following
procedures in investigating and enforcing this Code
and in reporting on the Code:
Breaches and potential
breaches will be reported by the Chief Executive
Officer to the Audit Committee.
- The Audit Committee will take
all appropriate action to investigate any breaches
reported to it.
- If the Audit Committee
determines that a breach has occurred, it will
inform the Board of Directors.
- Upon being notified that a breach
has occurred, the Board will take or authorize such
disciplinary or preventive action as it deems appropriate,
after consultation with the Audit Committee, up to
and including dismissal or, in the event of criminal
or other serious violations of law, notification
of the SEC or other appropriate law enforcement authorities.
7. WAIVERS
Any waiver (defined below) or an implicit
waiver (defined below) from a provision of this Code
is required to be disclosed in the Company's Annual Report
on Form 10-K or a Report on Form 8-K with the SEC. A waiver
is defined by SEC rules as a material departure from
a provision of the Code and an implicit waiver means
failure to take action within a reasonable period of
time regarding a material departure from a provision
of the Code that has been made known to an executive
officer of the Company. Relevant Officers should
note that it is not the Company's intention to grant
or to permit waivers from the requirements of this Code. Relevant
Officers should note that the Company expects full compliance
with this Code.
8. ENQUIRIES
All enquiries in relation to this Code
or its applicability to particular people or situations should
be addressed to the Chief Executive Officer.
|
6797 Winchester Circle, Boulder CO 80301, USA Phone:
303.444.2600 Fax: 303.444.2693
© 2005-2010 Encision Inc. AEM® and Encision® are registered trademarks
of Encision Inc.
Boulder IT Support / Web Development
|
|
|
